End User Licence Agreement

This End User Licence Agreement (this “Agreement”) is a binding contract between [LEGAL ENTITY NAME], a [STATE OF FORMATION] [ENTITY TYPE] (“MergeCloud Partner Portal”, “we”, “us” or “our”), and the entity or person who accesses the MergeCloud Partner Portal (“you” or “Customer”).

By accessing or using the MergeCloud Partner Portal at cloud.mergewifi.com, by creating or using an account on it, or by issuing requests to its application programming interface, you agree to this Agreement. If you do not agree, you may not access or use the MergeCloud Partner Portal.

If you accept this Agreement on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and “you” refers to that entity. If you lack that authority, you may not accept this Agreement or use the MergeCloud Partner Portal.

This Agreement governs the MergeCloud Partner Portal software only: the web application at cloud.mergewifi.com, its partner application programming interface, and any documentation, updates and supporting materials we make available for them (together, the “Service”).

This Agreement does NOT govern the supply, sale, warranty, repair or return of any hardware, nor the provisioning, activation, quality, coverage, support or billing of any cellular or connectivity service. Those are governed exclusively by your Partner Agreement with us and by any order or quotation made under it.

Where this Agreement and your Partner Agreement address the same subject, the Partner Agreement controls. This Agreement supplements it and does not replace it.

“Authorised User” means an individual you permit to access the Service under your account, including your employees and contractors.

“Customer Data” means data, records and content you or your Authorised Users submit to or generate in the Service, including records relating to your own end customers.

“Service Data” means data we generate about operation of the Service, including logs, audit records, usage measurements and aggregated statistics.

“Credentials” means account passwords, session tokens, API keys and any other secret used to authenticate to the Service.

Subject to your compliance with this Agreement and your Partner Agreement, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence during the term to access and use the Service for your internal business purposes as our partner.

The Service is licensed, not sold. We and our licensors retain all right, title and interest in and to the Service. No rights are granted except those expressly stated here.

You are responsible for all activity occurring under your account and for your Authorised Users’ compliance with this Agreement. You must ensure that account access is granted only to individuals who need it and is removed promptly when they no longer do.

Credentials are confidential and are issued to you alone. You must not share, publish, embed in client-side code, or transfer any Credential, and you must not permit any person outside your organisation to use one.

You must notify us promptly at support@mergewifi.com if you know or suspect that a Credential has been disclosed or used without authorisation. We may rotate or revoke any Credential at any time where we reasonably believe it has been compromised.

API keys authenticate requests as your organisation. Requests made with your API key are treated as made by you, whether or not you authorised them.

You must not, and must not permit any person to:

1. access or use the Service other than as permitted by this Agreement, or in breach of any applicable law or regulation;
2. access, or attempt to access, any data, account, organisation or record belonging to another customer of ours;
3. probe, scan or test the vulnerability of the Service, or breach or circumvent any authentication, rate limiting, entitlement or other security or access control measure;
4. copy, modify, translate, adapt or create derivative works of the Service, or reverse engineer, decompile or disassemble any part of it, except to the extent that restriction is prohibited by applicable law;
5. resell, sublicense, rent, lease, time-share or otherwise make the Service available to any third party, except that you may use the Service to administer connectivity and equipment you supply to your own end customers in the ordinary course;
6. use the Service to store or transmit malicious code, or any material that is unlawful, infringing, defamatory or harassing;
7. interfere with or disrupt the integrity or performance of the Service, including by imposing an unreasonable load, exceeding documented rate limits, or automating access in a manner not supported by the API;
8. remove, obscure or alter any proprietary notice; or
9. use the Service to build or assist in building a competing product or service, or for benchmarking published without our written consent.

As between you and us, you own and remain responsible for all Customer Data. You grant us a non-exclusive, worldwide licence to host, process, transmit, display and otherwise use Customer Data solely to provide, secure, support and improve the Service, and as otherwise permitted by this Agreement.

You represent and warrant that you have all rights, consents and lawful bases necessary for Customer Data to be submitted to and processed by the Service, including in respect of any personal information relating to your end customers.

You must not submit to the Service any special category or sensitive personal information, payment card numbers, government identification numbers, or health information, except where a feature of the Service is expressly designed to receive it.

We may generate and use Service Data, including aggregated and de-identified data derived from Customer Data, to operate, secure, analyse and improve the Service and our other offerings, provided such data does not identify you, your end customers or any individual.

The Service integrates with third-party systems in order to function, including systems providing connectivity management and billing. Data necessary to those functions is transmitted to and from those systems as part of providing the Service.

Each party may receive information of the other that is marked confidential or would reasonably be understood to be confidential (“Confidential Information”). Each party will protect the other’s Confidential Information with at least reasonable care, and will not use or disclose it except as necessary to perform under this Agreement or as required by law.

Confidential Information does not include information that is or becomes public through no fault of the recipient, was rightfully known to the recipient without restriction, is rightfully received from a third party without restriction, or is independently developed without use of the discloser’s Confidential Information.

Pricing, cost and margin figures visible to you in the Service are our Confidential Information.

We may modify, add to or discontinue features of the Service at any time. Where a change would materially reduce core functionality you rely on, we will use reasonable efforts to give advance notice.

The Service depends on third-party systems and on network connectivity outside our control. Availability of the Service is not guaranteed by this Agreement, and no service level or uptime commitment is created here. Any service levels that apply to you are those stated in your Partner Agreement.

We may perform maintenance, and may suspend access where necessary to protect the security or integrity of the Service.

Support for the Service is provided as described in your Partner Agreement or, absent such terms, on a commercially reasonable efforts basis at support@mergewifi.com.

Fees for the Service, for hardware and for connectivity, along with invoicing, payment terms and taxes, are governed by your Partner Agreement. Nothing in this Agreement creates, alters or waives any payment obligation.

Figures presented within the Service are provided for operational convenience. An invoice issued to you under your Partner Agreement controls in the event of any discrepancy.

The Service, including its software, interfaces, documentation, and our names, logos and marks, is protected by intellectual property laws and is owned by us and our licensors. Nothing in this Agreement transfers ownership of any of it to you.

If you provide suggestions, ideas or feedback about the Service, we may use them without restriction or obligation to you.

We may suspend your access, or that of any Authorised User, immediately and without prior notice where we reasonably believe: there is a threat to the security, integrity or availability of the Service; a Credential has been compromised; use is in breach of section 6; or suspension is required by law.

We will restore access promptly once the cause of suspension is resolved. Suspension does not relieve you of obligations accrued under your Partner Agreement.

This Agreement applies for as long as you access or use the Service.

We may terminate or deactivate your access on notice where you materially breach this Agreement and, where the breach is capable of being cured, do not cure it within thirty (30) days of notice. Either party may terminate as otherwise provided in the Partner Agreement.

On termination, your licence ends and you must stop accessing the Service. We will make Customer Data available for export for a period of thirty (30) days following termination, on written request, after which we may delete it in the ordinary course, subject to any retention required by law or by our record-keeping obligations.

Sections concerning Customer Data ownership, confidentiality, intellectual property, disclaimers, limitation of liability, indemnification and governing law survive termination.

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT DATA PRESENTED IN THE SERVICE WILL BE COMPLETE OR ACCURATE. DATA SHOWN IN THE SERVICE MAY BE SOURCED FROM THIRD-PARTY SYSTEMS AND MAY BE DELAYED OR INCOMPLETE.

Some jurisdictions do not allow the exclusion of implied warranties, so some of the above may not apply to you.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL OR DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO US UNDER THE Partner Agreement IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

These limitations do not apply to a party’s indemnification obligations, to breach of confidentiality, to your payment obligations, or to liability that cannot be limited under applicable law.

Some jurisdictions do not allow certain limitations of liability, so some of the above may not apply to you.

You will defend, indemnify and hold us harmless from and against any third-party claim, and any resulting damages, losses and reasonable costs, arising out of or relating to: your Customer Data; your or your Authorised Users’ use of the Service in breach of this Agreement or of applicable law; or your relationship with your own end customers.

We will defend, indemnify and hold you harmless from and against any third-party claim alleging that the Service, used in accordance with this Agreement, infringes that third party’s intellectual property rights, and any resulting damages, losses and reasonable costs finally awarded.

The indemnified party must promptly notify the indemnifying party of the claim, give it sole control of the defence and settlement, and provide reasonable cooperation.

You must comply with all laws applicable to your use of the Service, including export control, sanctions, anti-corruption, privacy and telecommunications laws.

You represent that you are not located in, and are not a national or resident of, any country or territory subject to comprehensive sanctions, and that you are not listed on any restricted-party list.

This Agreement is governed by the laws of the State of [GOVERNING LAW STATE], without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties submit to the exclusive jurisdiction of the state and federal courts located in [COUNTY AND STATE] for any dispute arising out of or relating to this Agreement, and waive any objection to venue in those courts.

We may update this Agreement from time to time. The current version is always published at cloud.mergewifi.com/eula, with its version number and effective date shown at the top.

Where a change is material, we will use reasonable efforts to notify you in advance, by email to your account contacts or by notice within the Service. Your continued use of the Service after the effective date of a change constitutes acceptance of the updated Agreement.

Legal notices to us must be sent to [LEGAL ENTITY NAME], [NOTICE ADDRESS], with a copy to [NOTICE EMAIL].

We may give notice to you by email to the contacts on your account, or by posting within the Service. Notice is effective when sent.

Nothing in this Agreement creates a partnership, joint venture, employment or agency relationship between the parties. Neither party may bind the other.

You may not assign this Agreement without our prior written consent, except to a successor in connection with a merger or sale of substantially all of your assets. We may assign this Agreement to an affiliate or to a successor in interest.

Neither party is liable for any delay or failure to perform, other than a payment obligation, caused by events beyond its reasonable control.

If any provision of this Agreement is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions remain in full force.

A failure to enforce any provision is not a waiver of it.

This Agreement, together with your Partner Agreement, is the entire agreement between the parties regarding the Service and supersedes all prior understandings on that subject.